Mar 31, 2016
Independent Auditor''s Report
To the Members of
ODYSSEY CORPORATION LIMITED
Report on the Standalone Financial Statements We have audited the accompanying Standalone financial statements of ODYSSEY CORPORATION LIMITED ("the Company") which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these Standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Profit and its Cash Flow for the year ended on that date March 31, 2016.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 (âthe Orderâ), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act, we report that:
a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account
d. in our opinion, the aforesaid (Standalone) financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirement'' of our report of even date to the financial statements of the Company for the year ended March 31, 2016:
i. (a). The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;
(b). As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;
(c). The Company does not have any immovable property during the year
ii. (a). The Management has conducted physical verification of inventory at reasonable interval.
(b). The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business,
(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.
iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii) of the order is not applicable.
iv. In our opinion and according to the information and explanations given to us, the company has not violated any provision of section 185 and section 186 of Act.
v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of Act.
vi. Based on the audit procedures and according to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution or bank.
vii. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the activities of the company.
viii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, and excise duty were outstanding, at the yearend for a period of more than six months from the date they became payable.
(c) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.
ix. The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year.
x. According to the information and explanations given to us and based on our examination of the records of the company, the company paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the act.
xi. According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.
xii. In our opinion and according to the information and explanations given to us, the company is not a Nidhi company.
xiii. According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xiv. According to the information and explanations given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with section 177 and 188 of the act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xv. According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into noncash transactions with directors or persons connected with him.
xvi. During the year the Company is not required to be registered under section 45-IA of Reserve Bank of India Act 1934. However company is holding NBFC license which was obtained earlier for which management has decided to intimate to Reserve Bank of India for its De-Registration.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Odyssey Corporation Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management''s Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors'' Responsibility
Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For CLB & Associates
Chartered Accountants
F.R.No. 124305W
Sd/-
Place: Mumbai (S.Sarupria)
Date: 3°th May 2015 PartnerM.No.035783
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Odyssey Corporation Ltd., which comprise the Balance Sheet as at March
31, 2015, the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information
Management's Responsibility for the Standalone Financial Statements
The Board of Directors of the Company are responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ('the act') with
respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with rule 7 of Companies
(Accounts) Rules, 2014. This responsibility includes maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that
are reasonable and prudent; design, implementation and maintenance of
adequate internal financial controls, that are operating effectively
for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement An audit involves performing
procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the
auditor's judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
financial control relevant to the Company's preparation of the
financial statements, that give a true and fair view, in order to
design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on whether the Company has
in place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls An audit
also includes evaluating the appropriateness of accounting policies
used and the reasonableness of the accounting estimates made by the
Company's management and Board of Directors, as well We believe that
the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India of the state of affairs of the Company as
at 31st March 2015, its profit and its cash flows for the year ended on
that date
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section143 of the Act, we give in the Annexure a
statement on the matters Specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we further report that:
a) we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit;
b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;
c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d) in our opinion, the aforesaid financial statements comply with the
applicable Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules 2014
e) on the basis of written representations received from the directors
as on March 31, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of
f) Section 164(2) of the Act In our opinion and to the best of our
information and according to the explanations given to us, we report as
under with respect to other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014::
i. The Company does not have any pending litigations which would
impact its financial position
ii. The Company did not have any long-term contracts including
derivative contracts; as such the question of commenting on any
material foreseeable losses thereon does not arise
iii. There were no amounts which were required to be transferred to
the Investor Education and Protection Fund by Company.
Referred to in paragraph 1 under the heading of "Report of Other Legal
and Regulatory requirements" of our report of even date
(a). The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets ;
(b). As explained to us, fixed assets have been physically verified by
the management at regular intervals; as informed to us no material
discrepancies were noticed on such verification;
ii. (a). The Management has conducted physical verification of
inventory at reasonable interval.
(b). The procedure of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the company and the nature of its business, (c) The company is
maintaining proper records of inventory and no material discrepancies
were noticed on physical verification as compared to book records.
iii. The company has granted interest free unsecured loan to one party
covered in the register maintained under section 189 of the companies
Act 2013, aggregating to Rs 391.00Lacs, the maximum amount outstanding
during the year was Rs 1225.71 Lacs and the balance on year end is Rs
148.36 Lacs. The terms and condition of the loan granted are not prima
facie prejudicial to the interest of the company subject to the loan
are interest free. The repayment of loan is on demand.
iv. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company and
according to the information and explanations given to us, no major
weakness has been noticed or reported.
v. The Company has not accepted any deposits from the public covered
under Section 73 to 76 of the Companies Act, 2013
vi. As informed to us, the Central Government has not prescribed
maintenance of cost records under sub-section (1) of Section 148 of the
Act, for any activities of the company.
vii. (a) According to the information and explanations given to us and
based on the records of the company examined by us, the company is
regular in depositing the undisputed statutory dues, including
Provident Fund, Employees' State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material
statutory dues, as applicable, with the appropriate authorities in
India.
(b) According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, wealth tax, sales
tax, customs duty, and excise duty were outstanding, at the year end
for a period of more than six months from the date they became payable.
(c) According to the information and explanations given to us and based
on the records of the company examined by us, there are no dues of
Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise
Duty which have not been deposited on account of any disputes
(d) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
viii. The company does not have any accumulated losses as at the end of
the financial year. The company has not incurred cash loss during the
current year and the immediately previous year.
ix. Based on the audit procedures and according to the records of the
Company examined by us and the information and explanations given to
us, the company has not defaulted in repayment of dues to bank. The
company has not issued any debentures.
x. In our opinion, and according to the information and explanations
given to us, the Company has not given any guarantee for loan taken by
others from a bank or financial institution during the year
xi. In our opinion, and according to the information and explanations
given to us, the company has not raised any term loans during the year
xii. During the course of our examination of the books and records of
the company carried in accordance with the auditing standards generally
accepted in India, we have neither come across any instance of fraud on
or by the Company noticed or reported during the course of our audit
nor have we been informed of any such instance by the Management
For CLB & Associates
Chartered Accountants
F.R.No. 124305W
Sd/-
(S.Sarupria)
Place: Mumbai PartnerM.No.035783
Date: 30th May, 2015
Mar 31, 2014
We have audited the accompanying financial statements of ODYSSEY
CORPORATION LIMITED, which comprise the Balance Sheet as at March 31,
2014, and the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance of the Company in accordance with the Accounting
Standards notified under the Companies Act, 1956 read with the General
Circular 15/2013 dated 13th September, 2013 of the Ministry of
Corporate Affairs in respect of Section 133 of the Companies Act, 2013
and in accordance with the accounting principles generally accepted in
India. This responsibility includes the design, implementation and
maintenance of internal control relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor's
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
control relevant to the Company's preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the company's internal control. An
audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;
(b) in the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books .
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. In our opinion, the Balance Sheet and Statement of Profit and Loss
comply with the Accounting Standards notified under the Companies Act,
1956 read with the General Circular 15/2013 dated 13th September, 2013
of the Ministry of Corporate Affairs in respect of Section 133 of the
Companies Act, 2013.;
e. on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE AUDITORS' REPORT
Referred to in paragraph 1 under the heading of "Report on Other Legal
and Regulatory Requirements" of our report of even date.
1.
i) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
ii) As explained to us, all the fixed assets have been physically
verified by the management in phase periodical manner, which is in our
opinion reasonable. No material discrepancies were noticed on such
verification.
iii) In our opinion none of the fixed assets has been disposed off by
the company, however according to the information and explanation given
to us the going concern status of the Company is not affected.
2.
i) The Management has conducted physical verification of inventory at
reasonable interval.
ii) The procedure of physical verification of inventory followed by the
management are reasonable and adequate in relation to the size of the
company and the nature of its business,
iii) The company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification as
compared to book records.
3.
i) The Company has granted unsecured loans to two parties covered in
the Register maintained under Section 301 of the Companies Act, 1956,
aggregating to Rs.145.17 lacs, the maximum amount outstanding during
the year was Rs.1699.53 lacs, and balance as on year end was Rs.1225.71
lacs.
ii) In our opinion and according to the explanation given to us the
terms and conditions of the loan given are not prima-facie prejudicial
to the interest of the company except the fact that no interest has
been charged on loan given to one party.
iii) In respect of the said loans, the said loans are repayable on
demand and hence the question of overdue amounts does not arise.
iv) The Company has taken interest free unsecured loans from one party
covered in the register maintained under Section 301 of the Companies
Act, 1956, aggregating to Rs.494.58 lacs. The maximum amount
outstanding during the year and year end balance was Rs. 192.68 lacs
and Rs. 165.82 lacs respectively.
v) In our opinion and as per explanation given to us, the terms and
conditions of the loans taken, are prima facie not prejudicial to the
interest of the company.
vi) In respect of Loan taken by the Company, the Principal amount is
repayable on demand.
vii) The question of overdue amount of loans taken by the company does
not arise, as the loans are repayable on demand.
4. In our opinion and according to the information and explanations
given to us, there is
adequate internal control system commensurate with the size of the
Company and the nature of its business, for the purchase of inventory
and fixed assets and for the sale of goods. During the course of our
audit, we have not observed any major weakness in such internal control
system.
5. In our opinion and according to the information and explanations
given to us and record examined by us there was no transaction in
pursuance of such contract with parties exceeding in value Rupees five
lakhs have been made.
6. According to the information and explanation given to us the
Company has not accepted any deposits from the public during the year
and, consequently the directives issued by the Reserve Bank of India
and the provision of Section 58A and 58AA or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under
are not applicable.
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8. According to the information given to us by the management,
Maintenance of cost records under section 209(1) (d) of the companies
Act, 1956 are not applicable to the company.
9. Taxes and Duties :
i) According to the books and records as examined by us and according
to the information and explanation given to us, in our opinion, the
Company is generally regular in depositing with appropriate
authorities, undisputed statutory dues including provident fund,
investor education and protection fund, employees state insurance,
sales-tax, wealth- tax, custom duty, excise duty, cess and other
statutory dues applicable to it, except Rs. 439440/- towards income tax
which is since being paid/adjusted.
ii) According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, wealth tax, sales
tax, customs duty, and excise duty were outstanding, at the year end
for a period of more than six months from the date they became payable.
iii) According to the records of the company and the information and
explanation given to us, there are no disputed dues in respect of Sales
Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty and Cess.
10. The company has no accumulated losses as at the end of the
financial year. The company has not incurred cash loss during the
current year but there was cash loss in the immediately preceding
financial year.
11. Based on the audit procedures and according to the records of the
Company examined by us and the information and explanations given to
us, the company has not defaulted in repayment of dues to bank. The
company has neither taken any loans from a financial institution nor
issued any debentures.
12. Based on our examination of records and information and
explanation given to us, the company has not granted any loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities. Therefore, the provision of the clause
4 (xii) of the Order are not applicable to the company.
13. The Company is not a chit fund / Nidhi/ Mutual benefit fund/
Society. Therefore, the provisions of clause 4(xiii) of the Order are
not applicable to the Company.
14. The company has maintained proper records of transactions and
contracts in respect of Investment in securities, debentures and other
investments and timely entries have been made therein. All shares,
debentures and other investments have been held by the Company in its
own name except for the shares which are lodged for transfer or pending
to be received from the Company or lying with the Broker as certified
by the management.
15. As per the information and explanations given to us, in our
opinion the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16. In our opinion and according to the information and explanations
given to us, the term loans raised by the company during the year have
been applied for the purpose for which they were raised.
17. According to information and explanations given to us and on
overall examination of the balance sheet of the Company, we report that
no funds raised on short-term basis have been used for long-term
investment.
18. The Company has not made any preferential allotment of shares to
the parties or companies covered in the register maintained under
Section 301of the Companies Act, 1956.
19. The Company has not issued any debentures during the year and
there are no debentures outstanding on at the year end, therefore the
question of creation of Securities do not arise.
20. The Company has not raised any money through a public issue during
the year.
21. To the best of knowledge and according to the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year.
For CLB & Associates
Chartered Accountants
F.R.No. 124305W
Sd/-
(S. Sarupria)
Place: Mumbai PartnerM.No.035783
Date: 30th May, 2014
Mar 31, 2013
We have audited the accompanying financial statements of ODYSSEY
CORPORATION LIMITED, which comprise the Balance Sheet as at March 31,
2013, and the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies
and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
control relevant to the Company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that the
audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the loss for
the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
section 227 of the Act, we give in the Annexure a statement on the
matters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books .
c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in subsection (3C) of section 211 of the Companies Act, 1956;
e. on the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO THE AUDITORS'' REPORT
Referred to in paragraph 1 under the heading of "Report on Other
Legal and Regulatory Requirements" of our report of even date.
1. Fixed Assets
I) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
ii) As explained to us, all the fixed assets have been physically
verified by the management in phase periodical manner, which is in our
opinion reasonable. No material discrepancies were noticed on such
verification.
iii) In our opinion none of the fixed assets has been disposed off by
the company, however according to the information and explanation given
to us the going concern status of the Company is not affected.
2. i) The Management has conducted physical verification of inventory
at reasonable interval.
ii) The procedure of physical verification of inventory followed by the
management are reasonable and adequate in relation to the size of the
company and the nature of its business,
iii) The company is maintaining proper records of inventory and no
material discrepancies were noticed on physical verification as
compared to book records.
3. i) The Company has granted unsecured loans to two parties covered
in the Register maintained under Section 301 of the Companies Act,
1956, aggregating to Rs. 1233.72 lacs, the maximum amount outstanding
during the year was Rs.2465.33 lacs, and balance as on year end was
Rs.1642.03 lacs.
ii) In our opinion and according to the explanation given to us the
terms and conditions of the loan given are not prima-facie prejudicial
to the interest of the company.
iii) In respect of the said loans, the said loans are repayable on
demand and hence the question of overdue amounts does not arise.
iv) The Company has not taken unsecured/secured loans from companies,
firms or other parties listed in the Register maintained under Section
301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, we have not observed any major weakness
in such internal control system.
5. In our opinion and according to the information and explanations
given to us and record examined by us there was no transaction in
pursuance of such contract with parties exceeding in value Rupees five
lakhs have been made.
6. According to the information and explanation given to us the
Company has not accepted any deposits from the public during the year
and, consequently the directives issued by the Reserve Bank of India
and the provision of Section 58A and 58AA or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under
are not applicable.
7. In our opinion, the company has an internal audit system
commensurate with the size and nature of its business.
8. According to the information given to us by the management,
Maintenance of cost records under section 209(1) (d) of the companies
Act, 1956 are not applicable to the company.
9. Taxes and Duties:
i) According to the books and records as examined by us and according
to the information and explanation given to us, in our opinion, the
Company is generally regular in depositing with appropriate
authorities, undisputed statutory dues including provident fund,
investor education and protection fund, employees state insurance,
income-tax, sales-tax, wealth- tax, custom duty, excise duty, cess and
other statutory dues applicable to it.
ii) According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, wealth tax, sales
tax, customs duty, and excise duty were outstanding, at the year end
for a period of more than six months from the date they became payable.
iii) As at 31st March 2013, according to the records of the company and
the information and explanation given to us, there are no disputed dues
in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise
Duty and Cess.
10. The company has no accumulated losses as at the end of the
financial year. The company has incurred cash loss during the current
year but not in the immediately preceding financial year.
11. Based on the audit procedures and according to the records of the
Company examined by us and the information and explanations given to
us, the company has not defaulted in repayment of dues to bank. The
company has neither taken any loans from a financial institution nor
issued any debentures.
12. Based on our examination of records and information and
explanation given to us, the company has not granted any loans and
advances on the basis of security by way of pledge of shares,
debentures and other securities. Therefore, the provision of the clause
4 (xii) of the Order are not applicable to the company.
13. The Company is not a chit fund / Nidhi/ Mutual benefit fund/
Society. Therefore, the provisions of clause 4(xiii) of the Order are
not applicable to the Company.
14. The company has maintained proper records of transactions and
contracts in respect of Investment in securities, debentures and other
investments and timely entries have been made therein. All shares,
debentures and other investments have been held by the Company in its
own name except for the shares which are lodged for transfer or pending
to be received from the Company or lying with the Broker as certified
by the management.
15. As per the information and explanations given to us, in our
opinion the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16. In our opinion and according to the information and explanations
given to us, the term loans raised by the company during the year have
been applied for the purpose for which they were raised.
17. According to information and explanations given to us and on
overall examination of the balance sheet of the Company, we report that
no funds raised on short-term basis have been used for long-term
investment.
18. The Company has not made any preferential allotment of shares to
the parties or companies covered in the register maintained under
Section 301of the Companies Act, 1956.
19. The Company has not issued any debentures during the year and
there are no debentures outstanding on at the year end, therefore the
question of creation of Securities do not arise.
20. The Company has not raised any money through a public issue during
the year.
21. To the best of knowledge and according to the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year.
For CLB & Associates
Chartered Accountants
Sd/-
Place: Mumbai S. Sarupria
Dated: 30.05.2013 Partner
M.No. 035783
Mar 31, 2011
1. We have audited the attached Balance sheet of M/s Odyssey
Corporation Limited, as at 31st March, 2011 and also the annexed Profit
& Loss Account of the Company for the year ended on that date annexed
thereto. These financial statements are responsibility of the Company
management. Our responsibility is to express an opinion on these
financial statements based on our audit
2. We conducted our audit in accordance with auditing standards
generally accepted in India Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements arc free of material misstatement. An audit
includes examining, on a test basis, evidence to support the financial
statement amounts and disclosures in the financial statement An audit
also includes assessing the accounting principles used and significant
estimates made by the management, as well as Evaluating overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion
3. As required by the Companies (Auditor's Report] Order, 2003 issued
by the Central Government in terms of section 227(4A) of the Companies
Act, 1 956 we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the said Order in so far as applicable to the
Company
4. Further to our comments in the Annexure referred to in paragraph
(3) above, we report that
a. We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit
b. In our opinion, proper books of account as required by law, have
been kept by the Company so far as appears from our examination of the
books of the Company;
c. The Balance Sheet and the Profit and Loss Account referred to in
this report are in agreement with the books of account of the Company
d. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt
with by this report comply with all material respects with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956
e. On the basis of written representations received from the
directors, and taken on record by the Board of Directors, in our
opinion, none of the directors is disqualified from being appointed as
director u/s 274(1)(g) of Companies Act, 1956
f. In our opinion and to the best of our information and according to
the explanations given to us the said Balance Sheet and the Profit &
Loss Account, together with other notes thereon, give the information
required by the Companies Act 1956 in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India --
i. In the case of the Balance Sheet, of the state of affairs of the
Company as at 31s1 March, 2011, and
ii. In the case of the Profit and Loss Account of the profit of the
Company for the year ended on that date
iii. In so far as it relates to the cash flow statement, of the cash
flows of the Company for the year ended on that date
Annexure
to the Auditor's Report for the year ended 31st March, 2011 (Referred
to in Para mi of our report of even date]
In terms of our information and explanations given to us and the books
of accounts examined by us in the normal course of audit and to the
best of our knowledge and belief, we state as under:
1. In respect of fixed assets
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets
b) Some of the fixed assets were physically verified during the year by
the management in accordance with a programme of verification which in
our opinion provides for physical verification of all the fixed assets
at regular intervals According to the information and explanations
given to us no material discrepancies were noticed on such verification
c) The Company has not disposed any of its assets which would affect
its ability to continue as a going concern
2. In respect of Inventories
a) The inventories have been physically verified during the year by the
management. In our opinion, the frequency of verification are
reasonable
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business
c) The Company has maintained proper records of inventories. As
explained to us, there was no material discrepancies noticed on
physical verification of inventories as compared with the book records
3. In respect of loans, secured or unsecured, granted or taken by the
Company to or from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956
according to the information and explanations given to us
a. The Company has not taken any loan from the parties covered in the
parties covered in the Register maintained under Section 301 of the
Companies Act, 1956. The Company has granted loan to one party covered
in the register maintained under Section 301 of the Companies Act,
1956. The year end balance was Rs. 2,059.56 lacs (Previous Year Rs.
Nil) and the maximum balance outstanding was Rs. 2,104-.13 lacs
(Previous Year Rs. Nil]
b. As per information given and in our opinion the terms and condition
on which advances given to Companies, firms or other parties listed in
the register maintained under section 301 are not prima facie,
prejudicial to the interests of the Company
c. In respect of the said loans, the said are repayable on demand and
hence the question of overdue amounts does not arise. In respect of
Interest, where applicable there are no overdue amounts
d. As per the information given by the management, there were no
overdue amounts of loans or advances
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control system commensurate
with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of services and
we have not observed any continuing failure to correct major weakness
in such internal controls
5. In respect of contracts or arrangements entered in the register
maintained in pursuance of section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanation given to us
a. The particulars of contracts or arrangements entered in the
register referred to in section 301 that needed to be entered into the
register, maintained under the said section have been so entered
b. Where cash of such transactions (excluding loans referred in
paragraph 3 above), is in excess of Rs. 5 lacs in respect of any party,
the transactions have been made at prices which are prima facie,
reasonable having regard to the prevailing market prices at the
relevant time
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits within the
meaning of Sections 58 and 58AA or any other relevant provisions of the
Companies Act, 1956 and the Companies [Acceptance of Deposits) Rules,
1975 with regard to the deposits accepted from the public. No Order has
been passed by the Company Law Board or National Company Law Tribunal
or Reserve Bank of India or any other court or any other tribunal
7. The Company does not have formal Internal Audit Systems
commensurate with its size and the nature of its business. However, the
Company is in process of appointing a firm of Chartered Accountant as
an internal Auditor
8. In our Opinion and according to the information and explanation
given to us, the Company has not been prescribed by the Central
Government to maintain cost records u/s 209(1) (d) of the Companies Act
1956.
9. In respect of Statutory dues
a. According to the information and explanation given to us, the
Company has generally been regular in depositing undisputed statutory
dues, including Provident Fund, Employee State Insurance, Income Tax,
Sales Tax, Wealth Tax Service Tax, Customs Duty, cess and any other
material statutory dues with the appropriate authorities during the
year. There were no dues payable in respect of Investors Education and
Protection Fund. There were no undisputed dues as at 31st March, 2011
for a period of more than six months from the date they have become
payable. The Company has been regular in payment of its dues to the
statutory authorities except delays in few occasions
b. According to the information and explanation given to us, the
undisputed dues, which have not been deposited with the respective
authorities in respect of Sales Tax, Income Tax, Customs Duty, Wealth
Tax, Service Tax and Excise Duty, are enclosed as per Schedule 1 of
this report
c. According to the information and explanation given to us, the
disputed dues, which have not been deposited with the respective
authorities in respect of Sales Tax, Income Tax, Customs Duty, Wealth
Tax, Service Tax and Excise Duty, are enclosed as per Schedule 2 of
this report
10. The accumulated losses of the Company are not more than fifty
percent of its net worth. The Company has not incurred any cash losses
during the financial year covered by our audit and the immediately
preceding financial year
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that the
Company has not defaulted in repayment of dues to financial
institution, bank or debenture holders
12. In our opinion and according to the information and explanation
given to us, the Company has not granted any loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities
13. In our opinion, and to the best of our information and according
to the explanations provided by the management, we are of the opinion
that the Company is neither a chit fund nor a nidhi/ mutual benefit
society. Hence in our opinion requirement of clause 4 (xiii) of the
order do not apply to the Company
14. On the basis of our examination of the Company's records we are of
the opinion that the Company is maintaining adequate records regarding
its trading activities in shares, securities, debenture and other
investment and timely entries have been made in these records. The
shares securities, debentures and other investments have been held by
the Company in its own name except to the extent of exemption granted
under section 4-9 of the act
15. According to the records of the Company and the information and
explanation provided by the management, the Company has not given any
guarantee for loans taken by other from bank or financial institutions
16. The Company has not taken any term loan. Hence, the clause xvi of
the said order is not applicable to the Company
17. The funds raised on short term basis have not been used for long
term investment and vice versa
18. The Company has made preferential allotment of shares to parties
covered under the register maintained under section 301 of the
Companies Act 1956. The list of persons covered under section 301 to
whom preferential allotment has been made is enclosed in Schedule 3 of
this report. The price at which shares have been issued has been
determined as per the Securities and Exchange Board of India [Issue of
Capital and Disclosure) Regulations, 2009 In our opinion price at which
shares have been issued is not prejudicial to the interest of the
Company
19. The Company has not raised any debentures hence clause xix of the
said order is not applicable to the Company
20. The Company has not raised any Capital by way of public issue
during the year and hence the question whether the management has
disclosed the end use of money raised by public issues and whether the
same has been verified by us or not does not arise
21. To the best of our knowledge and belief and according to the
information and explanation given to us, no fraud on or by the Company
was noticed or reported during the year
For Sandeep Sheth & Associates
Chartered Accountants
Sandeep Sheth
Membership No. 101903
FRN:120685W
Mumbai
27th May, 2011
Mar 31, 2010
1. We have audited the attached Balance sheet of M/s. Odyssey
Corporation Limited, as at March 31, 2010 and also the annexed Profit &
Loss Account of the Company for the year ended on that date annexed
thereto. These financial statements are responsibility of the company
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence to support the financial
statement amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant
estimates made by the management, as well as Evaluating overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion
3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government in terms of section 227(4A) of the Companies
Act, 1956, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the said Order in so far as applicable to the
company.
4. Further to our comments in the Annexure referred to in paragraph
(3) above, we report that:
a. We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
b. In our opinion, proper books of account as required by law, have
been kept by the Company so far as appears from our examination of the
books of the Company;
c. The Balance Sheet and the Profit and Loss Account referred to in
this report are in agreement with the books of account of the Company
d. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt
with by this report comply with all material respects with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.
e. On the basis of written representations received from the
directors, and taken on record by the Board of Directors, in our
opinion, none of the directors is disqualified from being appointed as
director u/s 274(l)(g) of Companies Act, 1956;
f. In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet and the Profit &
Loss Account, together with other notes thereon, give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India --
i. In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010, and
ii. In the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that
date. iii. In so far as it relates to the cash flow statement, of the
cash flows of the company for the year ended on that date.
ANNEXURE TO THE AUDITORS REPORT
(Referred to in Para iii of our report of even date)
In terms of our information and explanations given to us and the books
of accounts examined by us in the normal course of audit and to the
best of our knowledge and belief, we state as under:
1. In respect of fixed assets:
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) Some of the fixed assets were physically verified during the year by
the management in accordance with a programme of verification, which in
our opinion provides for physical verification of all the fixed assets
at regular intervals. According to the information and explanations
given to us no material discrepancies were noticed on such
verification.
c) The Company has not disposed any of its assets which would affect
its ability to continue as a going concern.
2. In respect of Inventories:
a) The inventories have been physically verified during the year by the
management. In our opinion, the frequency of verification is reasonable
b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
c) The Company has maintained proper records of inventories. As
explained to us, there were no material discrepancies noticed on
physical verification of inventories as compared with the book records.
3. In respect of loans, secured or unsecured, granted or taken by the
company to or from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956,
according to the information and explanations given to us:
a. The Company has taken loan from one Party covered in the Register
maintained under Section 301 of the Companies Act, 1956. The year ended
balance was Rs. 40,00,000 (Previous Year Rs. Nil) and the maximum
balance outstanding was Rs. 4,40,00,000 (Previous Year Rs. Nil) The
Company has not granted any loan to parlies covered in the register
maintained under Section 301 of the Companies Act, 1956.
b. As per information given and in our opinion other terms and
condition on which advances given to Companies, firms or other parties
listed in the register maintained under section 301 are not, prima
facie, prejudicial to the interests of the Company.
c. In respect of the said loans, the said are repayable on demand and
hence the question of overdue amounts does not arise. In respect of
Interest, where applicable there are no overdue amounts
d. As per the information given by the management, there were no
overdue amounts of loans or advances.
4. In our opinion and according to the information and explanations
given to us, there are adequate internal control system commensurate
with the size of the company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of services and
we have not observed any continuing failure to correct major weakness
in such internal controls.
5. In respect of contracts or arrangements entered in the register
maintained in pursuance of section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanation given to us:
a. The particulars of contracts or arrangements entered in the
register referred to in section 301 that needed to be entered into the
register, maintained under the said section have been so entered.
b. Where cash of such transactions (excluding loans referred in
paragraph 3 above), is in excess of Rs. 5 lakhs in respect of any
party, the transactions have been made at prices which are prima facie,
reasonable having regard to the prevailing market prices at the
relevant time.
6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits within the
meaning of Sections 58 and 58AA or any other relevant provisions of the
Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,
1975 with regard to the deposits accepted from the public. No Order has
been passed by the Company Law Board or National Company Law Tribunal
or Reserve Bank of India or any other court or any other tribunal.
7. The Company does not have formal Internal Audit Systems
commensurate with its size and the nature of its business. However, the
company is in process of appointing a firm of Chartered Accountant as
an Internal Auditor.
8. In our Opinion and according to the information and explanation
given to us, the Company has not been prescribed by the Central
Government to maintain cost records u/s 209(1) (d) of the Companies
Act, 1956.
9. In respect of Statutory dues:
a. According to the information and explanation given to us, the
Company has generally been regular in depositing undisputed statutory
dues, including Provident Fund, Employee State Insurance, Income Tax,
Sales Tax, Wealth Tax, Service Tax, Customs Duty, cess and any other
material statutory dues with the appropriate authorities during the
year. There were no dues payable in respect of Investors Education and
Protection Fund. There were no undisputed dues as at March 31,2010 for
a period of more than six months from the date they have become
payable. The company has been regular in payment of its dues to the
statutory authorities except under certain cases.
b. According to the information and explanation given to us, the
undisputed dues, which have not been deposited with the respective
authorities in respect of Sales Tax, Income Tax, Customs Duty, Wealth
Tax, Service Tax and Excise Duty, are enclosed as per Schedule 1 of
this report.
10. The Company has no accumulated losses. The Company has not
incurred any cash losses during the financial year covered by our audit
but had incurred cash loss in the financial year immediately preceding
such financial year.
11. In our opinion and according to the information and explanation
given to us, the Company has not defaulted in repayment of dues to its
banks. The Company has not availed any loans from financial
institutions and has not issued debentures during the year.
12. In our opinion and according to the information and explanation
given to us, the Company has not granted any loans and advances on the
basis of security by way and pledge of shares, debentures and other
securities.
13. The Company is not a chit fund, Nidhi or Mutual benefit
fund/Society.
14. The Company has maintained proper records of the transactions and
contracts in respect of dealing or trading in shares, securities,
debentures and other investments and timely entries have been made
therein. All shares, securities, debentures and other investments have
been held by the company in its own name.
15. In our opinion and according to the information and explanation
available to us, the Company has not given any guarantee for loans
taken by others from banks or financial institutions.
16. The Company has not taken any term loan. Hence, the clause xvi of
the said order is not applicable to the Company.
17. The funds raised on short term basis have not been used for long
term investment and vice versa.
18. The Company has made preferential allotment of shares to parties
and companies covered under the register maintained under section 301
of the Companies Act, 1956. The list of persons covered under section
301 to whom preferential allotment has been made is enclosed in
Schedule 2 of this report. The price at which shares have been issued
has been determined as per the Securities and Exchange Board of India
(Issue of Capital and Disclosure) Regulations, 2009.
19. The Company has not raised any debentures hence clause xix of the
said order is not applicable to the Company.
20. The Company has not raised any Capital by way of public issue
during the year and hence the question whether the management has
disclosed the end use of money raised by public issues and whether the
same has been verified by us or not does not arise.
21. To the best of our knowledge and belief and according to the
information and explanation given to us, no fraud on or by the Company
was noticed or reported during the year.
For Sandeep Sheth & Associates
Chartered Accountants
Sandeep Sheth
Membership No. 101903
Mumbai
May 29, 2010
Mar 31, 2009
I. We have audited the attached Balance sheet of M/s. Odyssey
Corporation Limited, as at 31stt March, 2009 and also the annexed
Profit & Loss Account of the Company for the year ended on that date
annexed thereto. These financial statements are responsibility of the
company management. Our responsibility is to express an opinion on
these financial statements based on our audit.
ii. We conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements arc free of material misstatement. An audit
includes
(a) examining, on a test basis, evidence to support the financial
statement amounts and disclosures in the financial statement
(b) assessing the accounting principles used in the preparation of
financial statements
(c) assessing significant estimates made by the management in the
preparation of the financial statements and
(d) Evaluating overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion
iii. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government in terms of section 227(4A) of the Companies
Act, 1956, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the said Order in so far as applicable to the
company.
Further to our comments in the Annexure referred to in paragraph (3)
above, we report that:
a. We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purposes of
our audit;
b. In our opinion, proper books of account as required by law, have
been kept by the Company so far as appears from our examination of the
books of the Company;
c. The Balance Sheet and the Profit and Loss Account referred to in
this report are in agreement with the books of account of the Company
a. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt
with by, this report comply with all material respects with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956. except as under:
The company has not recorded shares given/taken as a loan to other
corporate entities in the books of account of the company.
b. On the basis of written representations received from the
directors, and taken on record by the Board of Directors, in our
opinion, none of the directors is disqualified from being appointed as
director u/s 274(1) (g) of Companies Act, 1956;
c. In our opinion and to the best of our information and according to
the explanations given to us, the said Balance Sheet and the Profit &
Loss Account, together with other notes thereon, give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India
1) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2009, and
2) In the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date.
3) In so far as it relates to the cash flow statement, of the cash
flows of the company for the year ended on that date.
In terms of the information and explanations given to us and the books
and records examined by us in the normal course of audit and to the
best of our knowledge and belief, we state as under:
i. a. The Company has maintained proper records showing full
particulars including quantitative details and situation of its fixed
assets.
b. These fixed assets were physically verified by the Management
during the year. We have been informed that no material discrepancies
were noticed on such physical verification.
c. Substantial part of fixed assets have not been disposed of during
the year, which will affect its status as going concern.
ii. a. The stock of inventory has been physically verified during the
year by the Management at reasonable intervals.
b. In our opinion, the procedures of physical verification of
inventory followed by the management are reasonable and adequate in
relation to the size of the company and the nature of its business.
c. The company is maintaining proper records of inventory. No
discrepancies were noticed on physical verification of stocks as
compared to book records and hence the question of whether the same
have been properly dealt with the books of account does not arise.
iii. The company has neither taken nor granted any loans or advances in
the nature of loans to parties covered in the register maintained under
section 301 of the Companies Act, 1956. Hence the question of reporting
whether the terms and conditions of such loans are prejudicial to the
interest of company, whether reasonable steps for recovery/repayment of
overdues of such loans are taken does not arise.
iv. In our opinion, and as per information and explanation given to us
there is an adequate internal control procedure commensurate with the
size of the company and the nature of its business, for the purchase of
inventory and fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal controls in respect of these areas.
V. a. Based on the audit procedure applied by us and according to the
information and explanation provided by the management, we are of the
opinion that the particulars of contracts or arrangements that need to
be entered into the register maintained under section 301 have been so
entered.
b. The transactions made in pursuance of contracts or arrangements
entered in the register maintained under section 301 and exceeding the
value of rupees five lakhs in respect of any party during the year have
been made at prices which are reasonable having regard to the
prevailing market prices at the relevant time.
VI The Company has not accepted deposits from the public. Hence, the
question of complying the directives issued by the Reserve Bank of
India and the provisions of sections 58A and 58AA of the Act and the
rules framed there under, where applicable, does not arise.
Vii The Company does not have formal internal audit system
commensurate with its size & Nature of its business. However, the
company is in process of appointing a firm of chartered accountant as
an internal auditor.
Viii. As per the information and explanation given to us, The Central
Government has not prescribed the maintenance of cost records by the
Company under section 209(1) (d) of the Companies Act, 1956 for any of
its products.
IX. a company is generally regular in depositing undisputed statutory
tax dues except occasional delays in payment of income tax.
a. According to information and explanations given to us, no
undisputed amount payable in respect of statutory dues were outstanding
at the year end for a period of more than six months from the date they
became payable.
b. There were no disputed liabilities in respect of above statutory
dues hence the sub clause (c) of the said order is not applicable to
the company.
X. The Company has incurred cash losses during the financial year
under report and immediately preceding such financial year however the
accumulated losses of the company are not more than 50% of net worth.
Xi. The Company has not defaulted in repayment of dues to a financial
institution or bank.
Xii. According to the records of the company, the company has not
granted any loans and advances on the basis of security by way of
pledge of shares, debentures and other securities
Xiii. The Company is not a chit fund or a nidhi / mutual benefit fund/
society and therefore clause xiii of the order is not applicable.
xiv. On the basis of our examination of the companies records we are
of the
opinion that the company is maintaining adequate records regarding
transaction and contract regarding its trading activities in shares,
securities,debentures,and other investment and timely entries have been
made in these records. The shares & securities debentures and other
investments have been held by the company in its own name except to the
extent exemption granted under section 49 of the Act.
Xv. On the basis of information obtained and explanation given to us
the company has not given any guarantee for loans taken by others from
bank or financial institutions and hence the clause xv of the said
order is not applicable to the company.
Xvi. The Term loans obtained by the company have been applied for the
purpose for which they were raised.
Xvii. According to the information and explanations given to us we
report that no funds raised on short term basis have been used for long
term investment.
Xviii According to the records of the Company and the information and
explanation provided by the management, the company has not made any
preferential allotment of shares to parties and companies covered in
the Register maintained under section 301 of the Act.
Xix. The Company has not issued any debentures and hence the clause of
the said order is not applicable to the Company.
Xx. During the year covered by our audit report, the company has not
Raised any money by way of Public issue.
Xxi. During the checks carried out by us, any fraud on or by the company
has not been noticed or reported during the year under report.
For Sandeep Sheth& Associates
Chartered Accountants
SANDEEP M. SHETH
PROPRIETOR
Date: 30th June, 2009
MEMB. NO. 101903
Place: Mumbai 53,Juhu Supreme Shopping
Centre, 2nd floor Gulmohar
cross road no 9, JVPD Scheme,
Mumbai - 400067.